Classic Filaments: New Promoters Acquire 68.51% Stake

Introduction

Classic Filaments Limited is undergoing a significant ownership and management overhaul after four new acquirers purchased a controlling 68.51% stake from the company's erstwhile promoters. The transaction, executed through a Share Purchase Agreement (SPA), has positioned Mr. Sumit Bansal, Mr. Vikkas Bansal, Mr. Tarun Jain, and Mr. Varun Jindal as the new promoters. This change in control triggered a mandatory open offer for public shareholders, which concluded with a minimal response, setting the stage for a new strategic direction for the dormant textile company.

The Share Purchase Agreement

The foundation of the ownership change was a Share Purchase Agreement dated October 24, 2025. Through this off-market transaction, the four acquirers collectively bought 41,88,549 equity shares from the four existing promoter shareholders. The deal was valued at ₹10 per share, leading to the complete exit of the previous promoter group, which included Mr. Bharat Anandkumar Patel and Mr. Jayanti Madhubhai Gaudani.

The Mandatory Open Offer

Following the acquisition, and in compliance with SEBI's takeover regulations, the new promoters launched a mandatory open offer to acquire an additional 26% stake from public shareholders. The offer targeted up to 15,89,471 equity shares at a price of ₹12 per share. However, the offer, which ran from February 11 to February 25, 2026, received a negligible response, with only a single share being tendered by the public.

Price Discrepancy and Shareholder Response

The poor response to the open offer was largely expected due to the significant disparity between the offer price and the stock's market price. On January 28, 2026, shortly before the offer period, Classic Filaments' shares closed at ₹46 on the BSE. The offer price of ₹12 represented a discount of nearly 74% to the prevailing market rate, providing no financial incentive for public shareholders to tender their shares.

Financial Health and Operational Status

The acquisition comes at a time when Classic Filaments has been non-operational for over three years. The company reported zero operational revenue for the financial years 2023, 2024, and 2025, leading to consistent net losses. As of September 30, 2025, the company's book value stood at just ₹9.12 per share. Furthermore, the balance sheet shows contingent liabilities related to GST and Income Tax demands amounting to approximately ₹2.22 crore, which presents a financial risk.

Regulatory Compliance and Reclassification

The entire transaction is being conducted under the framework of SEBI's Listing Obligations and Disclosure Requirements (LODR) Regulations. Following the completion of the offer formalities, the four acquirers have been classified as the new promoters. The outgoing promoters have provided undertakings that they will not hold more than 10% of the voting rights, exercise any control, or hold key managerial positions, allowing for their reclassification into the public shareholder category.

Future Outlook Under New Management

The new promoters have stated their intention to revive the company's operations. Their plans include diversifying the business into new sectors such as garments, trading, die-casting, and finance. However, turning around a company with no active business and existing financial liabilities will be a significant challenge. The success of this revival plan depends on effective strategy execution and securing necessary regulatory approvals.

Conclusion

The change in control at Classic Filaments marks a pivotal moment for the company. With new promoters at the helm, there is potential for a strategic revival. Investors will be closely watching for concrete steps from the new management to restart operations and create value. The immediate focus will be on navigating the company's financial challenges and implementing a viable business plan to justify its current market valuation.